OPT-SCIENCES CORPORATION
1912 Bannard Street
Post Office Box 221
Riverton, New Jersey 08077-0221
(856) 829-2800
Notice of Annual Meeting of Shareholders
To Be Held on March 27, 2002
The Annual Meeting of Shareholders of OPT-SCIENCES CORPORATION (the "Company"),
will be held at 2:30 p.m. (EST) on Wednesday, March 27, 2002 at the offices of
Kania, Lindner, Lasak and Feeney, Suite 525, Two Bala Plaza, 333 City Avenue,
Bala Cynwyd, PA 19004 to consider and act upon the following matters:
(1) To elect three directors to serve until the next Annual Meeting
and until their successors have been elected and qualified;
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record on the books of the Company at the close of
business on February 8, 2002 will be entitled to notice of and vote at the
meeting or any adjournment thereof.
The Annual Report of the Company for the year ended October 27, 2001 is
enclosed herewith.
By Order of the Board of
Directors
______________________________
Anderson L. McCabe
President
March 5, 2002
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
MANAGEMENT INFORMATION STATEMENT
OF OPT-SCIENCES CORPORATION
For Annual Meeting of Shareholders
To be held March 27, 20021
Management has furnished this statement to shareholders regarding
matters to be voted at the Annual Meeting of Shareholders of Opt-Sciences
Corporation (the "Company"). The Annual Meeting will be held at 2:30 p.m.
(EST) on Wednesday, March 27, 2002 at the offices of Kania, Lindner, Lasak and
Feeney, Suite 525, Two Bala Plaza, 333 City Avenue, Bala Cynwyd, PA 19004.
WE ARE NOT ASKING YOU FOR A PROXY AND WE ARE REQUESTING
YOU NOT TO SEND US A PROXY
VOTING SECURITIES AND RECORD DATE
The Common Stock ($.25 par value) is the only outstanding class of
voting securities. Holders of record at the close of business of February 8,
2002 are entitled to notice of the meeting and to vote at the meeting and any
adjournment thereof. At the close of business on February 8, 2002, 775,585
shares of Common Stock were issued, outstanding, and entitled to vote. The
holders of Common Stock will vote as one class at the meeting of the
Shareholders. Each share of Common Stock entitles the holder at the record
date to one vote at the meeting.
PRINCIPAL SHAREHOLDERS AND QUORUM
A Trust for the benefit of the children of Arthur J., Kania owns 510,853
shares (66% of the outstanding shares). No other person is known by Management
to own of record or beneficially more than 5% of the outstanding shares of the
Company.
A majority of the outstanding shares of the Common Stock of the Company,
represented in person or by proxy, shall constitute a quorum at the meeting,
and since there is no provision for cumulative voting, only the affirmative
vote of the majority of the shares represented at the Meeting is required to
elect Directors and approve such other matters to be considered by the
Shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Directors (all of whom are nominees):
Name and Address of Amount and Nature of Percentage of
Beneficial Owner Voting Securities
Anderson L. McCabe 844(1) 0(1)
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
Arthur J. Kania 23,723(1) 3% (1)
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Arthur J. Kania, Jr. 0(1) 0
(1)
Suite 525, Two Bala Plaza
Bala Cynwyd, PA 19004
Holders of 5% or More of Voting Securities
Allen Speiser, Trustee 510,853 66%
Arthur John Kania Trust
Suite 525, Two Bala Plaza
333 City Avenue
Bala Cynwyd, PA 19004
1. Excludes 510,853 shares (66% of the outstanding shares) owned by a Trust
for the benefit of Arthur J. Kania's children. Mr. Kania disclaims beneficial
ownership in all such shares. Mr. McCabe, husband of a beneficiary of the
trust, disclaims beneficial ownership in all such shares. Arthur J. Kania,
Jr., a son of Arthur J. Kania, is a beneficiary of the aforementioned trust,
but has no power to vote such shares in said trust and is not a beneficial
owner under the applicable rules.
MATTERS TO BE ACTED UPON
Election of Directors
Three directors are to be elected at the Annual Meeting and those
persons elected will hold office until the next Annual Meeting of Shareholders
and until their successors have been elected and qualified. The by-laws
provide that the Board of Directors shall consist of no more than five members,
with the actual number to be established by resolution of the Board of
Directors. The current Board of Directors has by resolution established the
number of directors at three.
Any vacancy that occurs during the year may be filled by a majority vote
of the Board of Directors without any further shareholder action. The vacancy
may be filled for the remainder of the term, which is until the next Annual
Meeting. There is no reason to believe that any nominee will be unable to
serve if elected, and to the knowledge of Management all nominees intend to
serve the entire term for which election is sought.
Positions with Company; Year
Principal Occupation and First
Business Experience Became
During Past Five Years; Director
Nominees(Age) Other Directorships(1) of Company
Anderson L. Director of the Company; 1987
McCabe (46) President of the Company
from 1/1/86 to present.
Arthur J. Director and Secretary 1977
Kania (70) of the Company;
Principal of Trikan Associates
(real estate ownership and management-
investment firm); Partner of Kania,
Lindner, Lasak and Feeney (law firm);
Arthur J. Director of the Company; 1987
Kania, Jr (46) Principal of Trikan Associates
(real estate ownership and management-
investment firm); Vice-President of
Newtown Street Road Associates (real
estate ownership and management).
1. This column lists directorships held in any company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Sections 15(d) of that Act or any
company registered as an investment company under the Investment Company Act of
1940. This column does not include directorships held with any of the
Company's subsidiaries.
INFORMATION REGARDING EXECUTIVE OFFICERS
Anderson L. McCabe, 46 years old, is President and Chief Executive
Officer of the Company and its manufacturing subsidiary. He graduated from the
University of South Carolina in 1977 and received a B.S. in Chemical
Engineering. From 1977 to 1985, he was employed by United Engineers and
Constructors, Inc., a subsidiary of Raytheon Corporation as Process Engineer
with managerial responsibilities. In 1986 he became president of the Company.
He is a registered professional engineer.
Arthur J. Kania, 70 years old, is the Secretary-Treasurer of the
Company, and a Director since 1977. He is not active in the day-to-day
operations of the Company or its manufacturing subsidiary. Mr. Kania's
principal occupations in the past five years have been as Principal of Trikan
Associates (real estate ownership and management - investment firm); and as a
partner of the law firm of Kania, Lindner, Lasak and Feeney.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the most recent fiscal year, the Board of Directors held two
meetings, both of which were attended by all Directors and one of which
constituted an audit committee meeting. The Board, when acting as audit
committee, reviewed and discussed the financial statements with Management and
the Company's auditors and they have received disclosures from such outside
auditors evidencing the auditor's independence. There are no separate
committees of the Board of Directors. Management does not know of any Company
transaction in which any nominee for Director or any Officer had a direct or
indirect material interest other than that reflected in this information
statement.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth on an accrual basis for the fiscal
years shown, the remuneration of the sale compensated executive officer of the
Company.
Summary Compensation Table
(a) (b) (c) (d)
Name and Principal
Position Year Salary Bonus
2001 75,000 35,000
Anderson L. McCabe 2000 75,000 25,000
President, Director 1999 75,000 35,000
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Cash Compensation
Name Annual Retainer Meeting Fees Consulting Fees; Other
Fees
(a) (b) (c) (d)
Anderson L. McCabe $7,500 $0 $0
Arthur J. Kania $7,500 $0 $0
Arthur J. Kania, Jr. $7,500 $0 $0
Security Grants
Name Number of Shares Number of Securities
Underlying Options
Capital/SARS
(e) (f)
Anderson L. McCabe 0 0
Arthur J. Kania 0 0
Arthur J. Kania, Jr. 0 0
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During fiscal 2001, the Company incurred legal fees of $17,000 to the
firm of Kania, Lindner, Lasak and Feeney, of which Mr. Arthur J. Kania is the
senior partner.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Mayer, Shanzer & Mayer, P.C. and its predecessors have acted as
independent certified public accountants for the Company since 1968. No change
is presently contemplated. The Company has been advised that neither that
accounting firm nor any shareholder thereof has any direct financial interest
or any material indirect interest in the Company. A representative of Mayer,
Shanzer & Mayer, P.C. will be present and available for questioning at the
Meeting and will have an opportunity to make a statement at that time.
ANNUAL REPORT ON FORM 10-KSB
The 2001 Annual Report of the Company, which includes financial
statements for the fiscal year ended October 27, 2001, accompanies the
information statement.
Upon the written request of any person who on the record date was a
record owner of the Company's Common Stock, or who represents in good faith
that he was on such date, a beneficial owner of such stock entitled to vote at
the Annual Meeting, the Company will send to such person, without charge, a
copy of its Annual Report on Form 10-KSB for fiscal year 2001 as filed with
Securities and Exchange Commission. Requests for this report should be
directed to Anderson L. McCabe, President, Opt-Sciences Corporation, 1912
Bannard Street, Post Office Box 221, Riverton, New Jersey, 08077-0221.
STOCKHOLDER PROPOSALS
Any qualified Shareholder desiring to have his proposal included on the
Company's proxy materials for the annual meeting to be held in the year 2003
must submit such proposal in writing to the Company no later than September 30,
2002.
OTHER MATTERS
Management does not know of any other business which is likely to be
brought before the 2002 Annual Meeting. However, in the event that other
matters properly come before the 2002 Annual Meeting, they will be acted upon
accordingly.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Anderson L. McCabe
President